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|  | 5.6.2 |  | All payments to be made by any Seller or any Purchaser under this Agreement
and the other Transaction Documents shall be made in full without any deduction or
withholding in respect of Taxes or otherwise unless the deduction is required by Law,
in which event such paying party shall: |






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|  | (a) |  | ensure that the deduction or withholding does not exceed the minimum
amount legally required; |
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|  | (b) |  | promptly pay to the other party entitled to receive the relevant
payment such additional amount so that the net amount received by such other
party will equal the full amount which would have been received by it had no
such deduction or withholding been made; |
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|  | (c) |  | pay to the relevant taxation authority or other authorities within the
period for payment permitted by Law the full amount of the deduction or
withholding (including, but without prejudice to the generality of the
foregoing, the full amount of any deduction or withholding from any additional
amount paid pursuant to this sub-clause); and |
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|  | (d) |  | if requested, provide such other party, within the period for payment
permitted by the relevant law, with an official receipt of the relevant
taxation authorities involved in respect of all amounts so deducted or withheld
or if such receipts are not issued by the taxation authorities concerned on
payment to them of amounts so deducted or withheld, a certificate of deduction
or equivalent evidence of the relevant deduction or withholding. |